AMENDMENT
NO. 1

    


    TO

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and
entered into as of December 16, 2009, by and among Zoo Entertainment, Inc., a
Delaware corporation (the “Company”), Focus Capital
Partners, LLC (“Focus”)
and Socius Capital Group, LLC (“Socius,” and together with
Focus, the “Lead
Investors”).

     

    WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated as of November 20,
2009, the Company sold to the Lead Investors, and the Lead Investors purchased
from the Company, an aggregate of 290,676 shares of the Company’s Series A
Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), and
warrants to purchase 509,324,000 shares of the Company’s common stock, par value
$0.001 per share (“Common
Stock”) (the “First
Round Financing”); and

     

    WHEREAS,
concurrently with the closing of the First Round Financing, the Company entered
into that certain Registration Rights Agreement, dated as of November 20, 2009,
by and among the Company and the Lead Investors (the “Registration Rights
Agreement”), pursuant to which the Company granted certain registration
rights to the Lead Investors; and

     

    WHEREAS,
concurrently with the execution and delivery of this Amendment, and pursuant to
a Securities Purchase Agreement, by and among the Company, the investors set
forth therein and Focus, the Company is issuing to Focus, and Focus is
purchasing from the Company, an aggregate of 31,008 additional shares of
Preferred Stock and warrants to purchase an additional 100,992,000 shares of
Common Stock (the “Second Round
Financing”); and

     

    WHEREAS,
the Company and the Lead Investors have agreed to amend the Registration Rights
Agreement so as to provide for registration rights with respect to the shares of
Common Stock issuable upon conversion of the Preferred Stock and exercise of the
warrants, each issued in the Second Round Financing;

     

    WHEREAS,
in accordance with Section 6(b) of the Registration Rights Agreement, the
Company and the holders of no less than a majority of the outstanding
Registrable Securities (as such term is defined in the Registration Rights
Agreement) have agreed to amend the Registration Rights Agreement as set forth
by this Amendment and are signatories hereto.

     

    NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained in
this Amendment, and intending to be legally bound, the parties hereto hereby
agree to amend the Registration Rights Agreement as follows:

     

    1.           The
term “Common Shares” as used in the Registration Rights Agreement shall be
deemed to include the shares of Common Stock issuable upon conversion of the
Preferred Stock issued to the Lead Investors in the First Round Financing as
well as the shares of Common Stock issuable upon conversion of the Preferred
Stock issued to Focus in the Second Round Financing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.            The
term “Warrant Shares” as used in the Registration Rights Agreement shall be
deemed to include the shares of Common Stock issuable upon exercise of the
warrants issued to the Lead Investors in the First Round Financing as well as
the shares of Common Stock issuable upon exercise of the warrants issued to
Focus in the Second Round Financing.

     

    3.            The
term “Effectiveness Date” is hereby amended to mean February 22,
2010.

     

    4.            The
term “Filing Date” is hereby amended to mean as soon as practicable and, in any
event, no later than December 24, 2009.

     

    5.  The
Company and the Lead Investors hereto agree that, except as herein expressly
amended, all terms and provisions of the Registration Rights Agreement, are and
shall remain in full force and effect.  This Amendment shall be
governed by, and shall be construed and enforced in accordance with, the laws of
the State of Delaware.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but
all such counterparts together shall constitute one and the same
agreement.

     

    [Signature
Pages Follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.

    


    
      
        	 
      	
                ZOO
      ENTERTAINMENT, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ David Fremed

              
	 
      	
                Name:

              	
                David Fremed

              
	 
      	
                Title:

              	
                Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	
                FOCUS
      CAPITAL PARTNERS, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Terry Peizer

              
	 
      	
                Name:  Terry
      Peizer

              
	 
      	
                Title:  Managing
      Director

              
	 
      	 
      	 
      
	 
      	
                SOCIUS
      CAPITAL GROUP, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Terry Peizer

              
	 
      	
                Name:  Terry
      Peizer

              
	 
      	
                Title:  Managing
      Director